Category 1 Global Business (GBC1) – FROM 1 JANUARY 2019 GBL companies
GBC1 companies are formed under the Companies Act 2001 and now regulated by the Companies Act 2001 and Financial Services Act 2007. The substantial advantage offered by the GBC1 is that it may be structured to be tax resident in Mauritius, and may thereby access the taxation treaties signed by Mauritius. Tax treaties provide that profits can then be withdrawn from that country either without the imposition of withholding tax or subject to a substantially reduced rate of withholding tax.
GBC1s are subject to 15% tax on profit but the company is entitled to a deemed foreign tax credit of 80% of the tax payable e.g. the net effective rate after deduction of the deemed foreign tax credit is 3%. Capital Gains are exempt from tax in Mauritius.
A GBC1 is suitable for undertaking licensee global business activities “predominantly” outside Mauritius, with revenue in the form of dividends, royalties, interest or capital gains. As such it is ideal for activities such as international trading, investment holding, offshore funds management, offshore Insurance, IT services, IP licensing, pension related services and other activities.
GBC1 companies can be wholly owned by one shareholder. Bearer shares are not allowed. Details of the shareholders must be reported to the Companies Registry and to the Financial Services Commission (FSC). Where the beneficial owners are bodies corporate, latest audited accounts and corporate profile must be submitted to the FSC.
A GBC1 company must have at least one director who is ordinarily resident in Mauritius. Corporate directors are not permitted. It must file audited accounts within six months of the close of its financial year. Subject to name approval a GBC1 company can be incorporated within 10 working days. Ready-made companies are not available because of the need to report the details of the beneficial owners to the FSC.
A resident corporation that proposes to conduct business outside Mauritius may apply to the FSC for a Category 1 Global Business Licence. A resident corporation is a body corporate formed or registered in Mauritius, and may include any trust, société, partnership or any body of persons governed by the laws of Mauritius.
The FSC encourages a GBC1 to have more substance in Mauritius by ascertaining that it:
A GBC1 can be structured in the form of a trust, partnership, limited partnership, collective investment scheme, global fund, protected cell company, captive or hybrid company.
A GBC1 is tax resident in Mauritius and may apply for a Tax Residence Certificate from the Mauritius Revenue Authority should this be required by the tax authorities in the jurisdiction in which the company is conducting its business.
Category 2 Global Business (GBC2)
The GBC2 company is formed under the same legislation as a GBC1. It is defined as a resident corporation conducting business outside Mauritius. There is no taxation in Mauritius on the worldwide profits of a GBC2 but a GBC2 cannot access Mauritian double tax treaties because it is considered non-resident. It can however be converted at any time to a GBC 1 category company to attain that access.
There is no withholding tax on dividend, royalty of interest payments to non-resident shareholders and a GBC2 is exempt from capital gains tax, stamp duty and pays no land transfer taxes. A GBC2 is an ideal special purpose vehicle (SPV) if withholding tax planning is not immediately required but might be in the future. It is suitable for holding assets, invoicing and marketing activities.
A GBC2 must have a minimum of one shareholder who may be corporate or individual. GBC2 companies may issue par value as well as no par value and fractional shares. Bearer shares are not permitted. A Register of Members will need to be maintained by the company but only shareholders have a right of inspection. The identity of the beneficial owners must be provided to the FSC prior to incorporation and any changes in beneficial ownership must be notified within one month.
A GBC2 company must have at least one director who need not be ordinarily resident in Mauritius. Corporate directors are being to take on the role of director. A GBC2 company is not required to file an annual return but a financial summary (in the form of a balance sheet) must be prepared and filed each year to cover a period not exceeding 18 months from the licence date of the company. The summary must be submitted to the FSC within six months of the balance sheet date.
Incorporation can be achieved within 48 hours. However it does take a few days for documents to arrive from Mauritius. Ready-made companies are not permitted. As a matter of local company law, the company must maintain a registered office address in Mauritius and appoint a Mauritian resident as a registered agent. Novasigma would generally provide these services as part of the domiciliary service.
Certified copies of documents required on the Individual (Beneficial Owner/Shareholder/Director/Bank Signatory):
Send your company details to Novasigma or schedule a meeting before incorporation. Remote company registration in Mauritius available for all nationalities.These may be emailed to us but the originals must be sent to us by courier. Regretfully, we cannot undertake work until the originals have been received.
The whole process of Mauritius company incorporation performed by a Mauritius agents firm takes around two working weeks.
|Entity type and suffix:||
|Shareholders/Founders:||at least 1 person or legal entity, foreign entities accepted|
|– Documents||Copy of I.D. document of a founding partner(s)|
|Directors/Board members:||at least 1 natural person, non-resident directors accepted|
|– Documents||Copy of I.D. document of a person to be registered as a director|
|Share Capital:||Most common paid-up share capital USD1 payable after company registration|
|Residency:||GBC 1 / GBL requires at least 1 resident director|
|Corporate tax:||GBC 2: Exempt, GBC1 1/GBL: 3-15%|
|VAT:||GBC 2: Not possible, GBC 1/GBL: Possible|
|Annual financial report:||No|
|Registration address:||Yes (Mauritius)|
|A Company bank account:||Start account is NOT required before company registration|
|Other||As of 1 January 2019, GBC1 companies will be renamed as Global Business Licence (GBL) and will be liable to tax at the rate of 15%. However, GBL will qualify for an exemption of 80% of the specific foreign-source income (e.g. foreign dividend not allowed as deduction in source country, foreign interest income, foreign-source income derived by a Collective Investment Scheme [CIS], closed end funds, CIS manager, CIS administrator, investment adviser or asset manager licensed or approved by the FSC, and income derived by companies engaged in ship and aircraft leasing). No actual foreign tax credit is allowed on foreign-source income if the GBL company has claimed the 80% exemption. Exemption to Freeport companies (excluding local trading activity) shall continue to apply until 30 June 2021 to any company issued with a Freeport certificate on or before 14 June 2018. The maximum effective tax rate is therefore 3% for the specific income streams; otherwise, the tax rate is 15%.|
COMPANY REGISTRATION EXPENSES: from EUR 250 Government fee + Registered agent fees from EUR 1.500
Pricing: Expenses may vary depending on entity type, document requirements and type of founders
ASSISTANCE & CONSULTING BEFORE AND DURING THE INCORPORATION: from EUR 1.590
Pricing: EUR 99 – 185 /hour depending on tasks (min assignment with Mauritius company 16 hours)
ADMINISTRATION, LEGAL & ACCOUNTING SERVICES: Optional
Pricing: ask quotation from selected services
MIN. TOTAL COSTS:
|REGISTRATION FEES:||EUR 250 + 1.500|
|ASSISTANCE & CONSULTING:||EUR 1.590|
|ADMINISTRATION, LEGAL & ACCOUNTING:||Optional|
|MAURITIUS COMPANY FORMATION FROM:||EUR 3.350|
Is Mauritius for you? Please send your contact details to schedule a meeting or send a brief information package so we can get back to you with quotation by email. We normally reply to queries within 3 hours!
In cases KYC or/and Due Diligence process required Novasigma might require a personal meeting with all its new clients before proceeding any assignment
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